Forfeiture Conditions Clause Samples
The Forfeiture Conditions clause defines the circumstances under which a party may lose certain rights, benefits, or property as a result of failing to meet specified obligations. Typically, this clause outlines specific actions or omissions—such as missing payments, breaching contract terms, or failing to deliver goods—that trigger the forfeiture. Its core practical function is to incentivize compliance with contractual duties by establishing clear consequences for non-performance, thereby protecting the interests of the non-breaching party.
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Forfeiture Conditions. Notwithstanding anything to the contrary in this Agreement, (i) if you cease to be Service Provider because your Service is terminated for Cause, (ii) if the Committee determines that the payment of the Award was based on an incorrect determination that financial or other criteria were met, (iii) if you, at any time prior to, or during the [12] [24] month period after, the end of your Service (the “Restricted Period”), breach any of the covenants or provisions described in Section 8(c) below unless compliance with the applicable portion of such covenants has been waived by the Committee in its discretion, or (iv) if you breach any other agreement between you and the Company, including, without limitation, any employment agreement, then, in the discretion of the Committee: (A) any unsettled portion of this Award may be reduced, cancelled or forfeited, and (B) any settled portion of this Award may be rescinded and recovered within one (1) year after the Company becomes aware of such activity, conduct or event. The Company shall notify you in writing of any such reduction, cancellation, forfeiture, rescission or recovery. Immediately after receiving such notice, you shall forfeit this Award as well as the right to receive Shares that have not yet been issued pursuant to Section 5 to the extent indicated therein. If the written notice mandates the rescission or recovery of any settled portion of this Award, then within ten (10) days of the date of such notice, you are required to (y) return to the Company the number of Shares that you received upon settlement of this Award which have not been sold and (z) pay to the Company in cash an amount equal to the Fair Market Value of such Shares as of the respective settlement dates of the underlying Units (with respect to Shares received hereunder that you previously sold). The Company also shall be entitled to set-off against the amount of any such gain any amount owed to you by the Company.
Forfeiture Conditions. The Stock Units granted to the Executive hereunder shall be forfeited in their entirety, subject to the terms of the Retention Agreement, if:
(i) the Executive's employment with the Company terminates prior to the fifth anniversary of the date hereof ; or
(ii) the Performance Objective set forth on Exhibit A hereto is not achieved.
Forfeiture Conditions. Notwithstanding anything to the contrary in this Agreement, if you cease to be an Employee because your employment is terminated for “cause” (as defined in paragraph (b) below), or if, during the term of your employment with the Company and its Affiliates, or during the period following Retirement or Disability and prior to the final vesting date specified in the vesting and exercise schedule referenced in Section 2, you breach any non-compete or confidentiality restrictions applicable to you (including the non-compete restriction in paragraph (c) below), or you participate in an activity that is deemed by the Company to be detrimental to the Company (including, without limitation, criminal activity), then (i) you shall immediately forfeit this Option and all rights thereunder shall cease, including any right to exercise any unexercised portion of the Option, and (ii) if the Option has been exercised, in whole or in part, then either (A) the Option Shares issued upon exercise of the Option shall be forfeited and returned to the Company and you shall be repaid the lesser of (x) the then-current Fair Market Value per Share or (y) the Option Price paid for such Option Shares, or (B) you will be required to pay to the Company in cash an amount equal to the gain realized by you from the exercise of such Option (measured by the difference between the Fair Market Value of the Option Shares on the date of exercise and the Option Price paid by you).
Forfeiture Conditions. This Award is subject to forfeiture and automatic cancellation as provided in the Employee Covenant Agreement. In addition, you may be required to repay the Company any cash paid in settlement of the Award, and the net proceeds from the sale of any stock issued in settlement of the Award, as also provided in the Employee Covenant Agreement.
Forfeiture Conditions. Notwithstanding anything to the contrary in this Agreement, if the Executive breaches any of the restrictions applicable to the Executive under Section 8 of this Agreement after Executive’s Termination Date, then (i) the Executive shall immediately forfeit his right to receive any separation pay under Sections 4.3(a), 4.3(b) or 4.4(a) of this Agreement, and to the extent any portion of such payments has been received, the Executive will be required to repay to the Company the amount of such payments previously received.
Forfeiture Conditions. Any RSUs not yet vested shall be automatically and immediately forfeited to the Company if, with respect to a particular Vesting Tranche of which such RSU is part any of the following occurs (each a “Forfeiture Condition”):
i. the Participant terminates employment with the Company (or one of its subsidiaries as applicable) voluntarily (i.e., other than as a result of death or Disability) or is involuntarily terminated by the Company (or one of its subsidiaries as applicable) with “cause” prior to the vesting of such Vesting Tranche; or
ii. the Participant’s employment with the Company (or one of its subsidiaries as applicable) terminates by reason of death or Disability or the Participant is involuntarily terminated by the Company (or one of its subsidiaries as applicable) without “cause” prior to the vesting of such Vesting Tranche and prior to the certification by the Board of Directors of the Company (the “Board”) or the Compensation Committee of the Board (the “Compensation Committee”) that the applicable performance goal or goals have been met or exceeded for such Vesting Tranche as set by the Compensation Committee and set forth on Appendix A to this Agreement; or
iii. the Company fails to meet or exceed the applicable performance goal or goals for such Vesting Tranche as set by the Compensation Committee and set forth on Appendix A to this Agreement, which performance goal or goals must be met or exceeded for such Vesting Tranche as a condition precedent to the vesting of such Vesting Tranche of this Award. Upon the occurrence of a Forfeiture Condition, any then outstanding and unvested RSUs acquired by the Participant hereunder shall be automatically and immediately forfeited.
Forfeiture Conditions. Notwithstanding anything to the contrary in this Agreement, if you cease to be an Employee because your employment is terminated for “Cause” (as defined in paragraph 7(b)), or if you breach any restrictive covenants applicable to you (including those contained in paragraph 7(c)), (i) you shall immediately forfeit this Award and any right to receive Shares that have not yet been issued pursuant to Section 5, and (ii) with respect to Shares that have been issued pursuant to this Award (or the cash value thereof paid) after the Vesting Date, either (A) you shall return such Shares to the Company, or (B) you shall pay to the Company in cash an amount equal to the Fair Market Value of such Shares as of the Vesting Date (or equal to the cash value previously paid).
Forfeiture Conditions. Notwithstanding the foregoing, in the event of termination of Service for Cause, (i) any unvested Restricted Stock Units shall be forfeited immediately, and (ii) if shares of Common Stock have been delivered to the Grantee in settlement of Vested Units, then the shares of Common Stock so issued shall be forfeited and returned to the Company.
Forfeiture Conditions. Notwithstanding anything to the contrary in this Agreement, if the Company determines, in its sole discretion, that you have engaged in, at any time, any act that constitutes “Cause” (as defined in paragraph 7(b)), whether or not you cease to be an Employee because your employment is terminated by the Company for Cause, then (i) you shall immediately forfeit all or such portion of this Award and any right to receive Shares that have not yet been issued pursuant to Section 4 and related dividend equivalent payments, as determined by the Committee in its sole discretion, and (ii) with respect to Shares that have been issued pursuant to this Award (or the cash value thereof paid) after the applicable Vesting Date, either (A) you shall return such Shares and related dividend equivalent payments to the Company, or (B) you shall pay to the Company in cash an amount equal to the Fair Market Value of such Shares as of the applicable Vesting Date (or equal to the cash value previously paid), along with the amount of related dividend equivalent payments on such Shares, in each case, in such amounts as determined by the Committee in its sole discretion.
Forfeiture Conditions. Notwithstanding anything to the contrary in this Agreement, if the Grantee ceases to be an Employee because the Grantee’s employment is terminated for “cause” (as defined in paragraph (b) below), or if, during the term of the Grantee’s employment with the Company and its Affiliates, or during the period following Retirement or Disability and prior to the Vesting Date, the Grantee breaches any non-compete or confidentiality restrictions applicable to the Grantee (including the non-compete restriction in paragraph (c) below), or the Grantee participates in an activity that is deemed by the Company to be detrimental to the Company (including, without limitation, criminal activity), (i) the Grantee shall immediately forfeit this Award and any right to receive Shares that have not yet been issued pursuant to Section 4, and (ii) with respect to Shares that have been issued pursuant to this Award (or the cash value thereof paid) after the Vesting Date, either (A) the Grantee shall return such Shares to the Company, or (B) the Grantee shall pay to the Company in cash an amount equal to the Fair Market Value of such Shares as of the Vesting Date (or equal to the cash value previously paid).